Legal – Portia

Terms of Service

THESE TERMS OF SERVICE (the Terms of Service) ARE A LEGAL AGREEMENT BETWEEN YOU AND PORTIA INTERNATIONAL INC. (Portia). These Terms of Service govern your access to and use of certain of PORTIA’S software, services, computer applications, and web sites, including app.portiapro.com, cdn.portiapro.com, vcp.portiapro.com (collectively, the Services), and any and all information, data, comments, photos or other materials uploaded, posted, or submitted to the Services (collectively, Data).

BY SELECTING “I AGREE”, YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, AND YOU AGREE BE BOUND BY THESE TERMS OF SERVICE. If you do not agree to be bound by these Terms of Service, you are not allowed to use the Services. Wherever used in these Terms of Service, “you”, “your” or similar terms mean the person or legal entity utilizing or accessing the Services. Your access and use of the Services and your handling of Data must be in accordance with these Terms of Service. If you violate these Terms of Service, you are no longer permitted to use the Services and Portia may (but has no obligation to) terminate these Terms of Service and/or your ability to access or use the Services at any time. In consideration of the mutual promises, covenants, and conditions contained in these Terms of Service and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and PORTIA agree as follows:

1. Changes to the Terms of Service and Services

Portia may change these Terms of Service from time to time without notice to you. Your continued use of the Services after any such change shall constitute your acceptance of such change. You are responsible for regularly reviewing the most current version of the Terms of Service which are currently available at: www.portiapro.com/legal. Portia may change the Services at any time and from time to time without giving you notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. Portia may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to anyone else.

2. Privacy

Portia’s privacy policy, currently available at: www.portiapro.com/privacy (the Privacy Policy) is hereby incorporated into, and forms part of, these Terms of Service. By accessing and using the Services you are consenting to (or promising that you have obtained appropriate consent for) Portia’s collection and use of your personal information in accordance with Portia’s Privacy Policy.

3. Portia’s Property

Portia hereby grants to you, subject to the terms and conditions of these Terms of Service, a revocable, worldwide, limited, non-exclusive, personal, non-transferable and non-assignable license to use the Services (the Portia Licence).
You acknowledge and agree that as between you and Portia, Portia and its licensors have and retain all right, title and interest (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services, including any code underlying the Services, except as provided to you through the Portia Licence. You acquire no rights whatsoever in or to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you in these Terms of Service are reserved to Portia and its licensors.
Certain words, phrases, names, designs, or logos used in the Services may constitute trademarks, service marks or trade names of Portia or other entities. The display of any such marks or names does not imply that a license has been granted to you or any third party by Portia or other entities. Any unauthorized use or display of the trademarks or trade names of Portia, its affiliates, and its related companies and their respective licensors is strictly prohibited.

4. Your Use of the Services

Portia shall make the Services available to you through the Internet and the Services will be maintained on computer servers and equipment in the possession or control of Portia and made accessible to you through the Internet through a secure password protected site(s) hosted by Portia or a third party. You acknowledge that Portia uses third party service providers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
In order to use the some of the Services, you must: (i) enter into a separate license agreement with Portia as an “administrator” (an Administrator) to access and use the software underlying the Services for your commercial purposes and to allow certain third parties to access and use the software through the Services; or (ii) be invited to use the Services by Portia and/or an applicable Administrator and to set up an account with Portia, as described in these Terms of Service.
In using the Services, you shall comply with all laws, statutes, codes, treaties ordinances, orders, decrees, rules, regulations and municipal by-laws, judicial, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings or awards of any governmental authority, policies, guidelines and protocols (Laws), including, to the extent applicable, the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and any similar laws governing the protection of personal information or personal health information (Privacy Laws).
You must not use the Services: (i) to engage in any illegal or unauthorized purpose, including in any way that violates Laws applicable in Canada or other Laws applicable to you, or in any manner that is inconsistent, or could be inconsistent, with applicable Laws; (ii) in an way that violates or infringes the copyrights, rights of privacy or publicity, or any other rights of any person; (iii) to impersonate or misrepresent your affiliation with any person or entity; or (iv) to upload, post or submit Data or content, or otherwise make available to others using the Services: (A) any worms, viruses, Trojan horses, scripts, spiders, bots or similar means to harvest or collect information, or any computer code or files of a destructive, disabling or interfering nature (collectively, Viruses); or (B) any material that is in any way is or may be detrimental to the operation of the Services or that could damage, disable or overburden the Services, or that is detrimental to the access or use of the Services by anyone else, which restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services.
You must not, without Portia’s prior written permission (including the permissions granted by these Terms of Service): (i) access or search, or attempt to access or search, the Services by any means (automated or otherwise) except through Portia’s available interfaces and your Portia account (as described below); (ii) copy, distribute (including by framing any of the Services on any web site), modify, enhance, translate, reproduce, alter, tamper with, repair, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to discover the code (except to the extent that this restriction is expressly prohibited by Law) underlying the Services; (iv) make derivative works of the Services; or (v) modify another website so as to falsely imply that it is associated with the Services, Portia or any other Portia products or services.
Portia is not responsible for, and does not pre-screen, Data and Portia is not responsible for the Data accessed or made available to you through the Services.
You hereby represent, warrant and confirm that you can form a binding contract with Portia, you are at least eighteen (18) years of age, and your use of the Services is in full compliance with the law of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Services under Canadian law or any other applicable Laws.

5. Your Account

You must provide your [full name and a valid email address] (Registration Information) in order to register with Portia and create an account to access and use some of the Services. You may not maintain more than one account for the Services. Each account login may only be used by one person – a single login shared by multiple people is not permitted. You hereby consent to Portia’s collection and use of your Registration Information, and to Portia’s use and disclosure of Registration Information to third parties (including Portia’s third party service providers and payment processors, if any), for the purposes of administering your account and the use of the Services through your account in accordance with the Privacy Policy.
When you are invited to create an account with Portia you will be given a login and password for your account. You are responsible for maintaining the security of your password and account. You may change your password at any time as described on the Portia Website. You are solely responsible and liable for your account and for any use of the Services and any Data inputted, submitted or uploaded to the Services, and any Data accessed or made available to others through your account (even if such Data is accessed, or made available by others). Portia is not, and will not, be responsible for any loss or damages resulting from your failure to comply with this obligation. Portia encourages you to use a strong password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. You agree to immediately notify Portia if you become aware of any unauthorized use of your account or your account login or password.
If you choose to cancel your Portia account you must contact your Administrator and ask such Administrator to cancel your account (the Cancellation Procedure). If you cancel your account, any licences you have granted hereunder will continue. After you have cancelled your account, you may not be able to recover Data previously uploaded or submitted to the Services from your account. Portia is not responsible for the loss of any Data due to your cancellation of your account.
PORTIA is not responsible or liable for any action or omission by your Administrator with respect to your account. If you have any questions or concerns about your account or Data previously uploaded or submitted to the Services by you, another user of the Services, or your Administrator, your sole course of action is to contact your Administrator and your sole remedy against PORTIA is to discontinue using the Services.

6. Data

You represent that: (i) you have permission to input, upload or submit any Data to the Services through your account; (iii) you have rights in the Data inputted, uploaded or submitted to the Services through your account necessary to grant the rights contemplated in these Terms of Service; and (iii) your submission or uploading of Data to the Services is in compliance with all applicable Laws, including all applicable Privacy Laws.
By making Data available to the Services and your Administrator through the Services, you hereby grant Portia and your Administrator and their licensors and third party service providers, without any additional consideration, a worldwide, irrevocable, perpetual, transferable, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) (the Data Licence) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, incorporate, reformat, translate, excerpt, and distribute Data provided through your account, or any part thereof in aggregated, anonymous form, through any or all media or distribution methods (whether now known or hereafter developed).
You understand that the technical processing and transmission of the Services, including the processing and transmission of Data uploaded or submitted to the Services from your account, may be transferred and unencrypted and may involve: (i) transmissions over various networks both within and outside of Canada; and (ii) changes to such Content to conform and adapt to technical requirements of connecting networks or devices.
You may choose to complete surveys or submit comments, corrections, recommendations, suggestions or other ideas to Portia, directly or indirectly through a third party service provider, about the Services, including about how to improve the Services (Feedback). By providing Feedback to Portia, directly or indirectly, you agree that: (i) your provision of such Feedback is free of charge, unsolicited and without restriction; (ii) Portia can use or disclose to any third party the Feedback without any additional compensation to you; (iii) you transfer and assign to all right, title and interest, including all copyright and other intellectual property rights, in and to such Feedback without payment of any kind; and (iv) you waive, in favour of Portia, your moral rights under Canada’s Copyright Act or any successor legislation or similar Law under the laws of Canada or the Laws of other countries that you, as author, have or may in such Feedback. Portia does not waive any rights to use any Feedback or similar Feedback developed or obtained by Portia.

7. Termination and Suspension

Portia, in its sole discretion, has the right to terminate these Terms of Service, or to suspend, terminate or restrict your access to your account, any of the Services, or any other Portia service, for any reason and at any time without notice. If Portia decides to terminate your access to any of the Services, Portia may deactivate, suspend or delete your account or your access to your account. For greater certainty, if you engage in any behaviour Portia considers, in its sole discretion, to be offensive or in violation of these Terms of Service, Portia may, in its sole discretion, terminate your access to the Services and/or your account without notice. Portia reserves the right to refuse to provide the Services to you for any reason at any time.

8. Disclaimers

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT A SECURE MEDIUM AND THAT PRIVACY AND CONFIDENTIALITY CANNOT BE GUARANTEED. YOU EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICES AND ALL RELATED INFORMATION, DATA, PRODUCTS AND/OR SERVICES OR ASSISTANCE PROVIDED BY PORTIA TO YOU, IS PROVIDED ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND OR NATURE WHATSOEVER INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR THAT THE SERVICES WILL BE ERROR FREE, OR CONCERNING THE SERVICES’ FUNCTIONALITY, QUALITY, SUITABILITY, USEFULNESS, RELIABILITY, SECURITY, COMPLETENESS, PERFORMANCE, OPERATION OR USE BY YOU AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU CONFIRM THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION, WARRANTY, CONDITION, COVENANT OR PROMISE MADE BY PORTIA WHICH HAS NOT BEEN EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS OR USE OF THE SOFTWARE, AND ANY SERVICES OR ASSISTANCE PROVIDED BY PORTIA IN ANY CONNECTION THEREWITH, REMAINS WITH YOU.

9. Limitations of Liability

YOU AGREE THAT PORTIA (OR ITS AFFILIATES OR LICENSORS, IF ANY) ARE NOT, AND WILL NOT BE, LIABLE TO YOU UNDER THESE TERMS OF SERVICE FOR ANY LOSS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES, OR LOSS OF DATA SUFFERED BY YOU OR ANY THIRD PARTY HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR BASIS OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR PORTIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ASSUME ALL RISKS AND LIABILITIES IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING ANY INCOMPLETENESS, ERRORS, VIRUSES, BUGS, PROBLEMS, INACCURACIES, OR OTHER LIMITATIONS IN THE SOFTWARE UNDERLYING THE SERVICES OR ANY INTERRUPTION IN YOUR USE OF THE SERVICES. THIS SECTION SHALL SURVIVE ANY BREACH OR BREACHES AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OF SERVICE OR ANY REMEDY CONTAINED HEREIN. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

10. Acknowledgement

YOU EXPRESSLY ACKNOWLEDGE AND CONFIRM THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED IN THESE TERMS OF SERVICE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES, AND THAT PORTIA WOULD NOT HAVE ENTERED INTO THESE TERMS OF SERVICE BUT FOR YOUR AGREEMENT TO SUCH LIMITATIONS AND EXCLUSIONS.

11. Indemnification

You hereby agrees to fully indemnify and hold harmless, and, upon PORTIA’S request, defend, PORTIA and its officers, directors, employees, agents, representatives, licensors, and all of their respective successors and assigns, harmless from and against all claims, damages and losses of any type, expenses (including reasonable legal fees), actions, demands, liabilities, settlements, or judgments that result from or arise out or which such persons may suffer or incur, directly or indirectly, as a result of or arising out of or in any way connected with your use of the Services or breach of these Terms of Service.

12. General

These Terms of Service, including the Privacy Policy, constitute the entire agreement between you and PORTIA pertaining to all the matters herein and supersedes all prior agreements, proposals, understandings, negotiations and discussions between the parties, whether oral or written and may only be amended or modified by agreement of the authorized representatives of the parties; provided that if you are an Administrator you are also bound by any Software License Agreement between you and PORTIA. If you are a corporation, organization, partnership or other non-individual entity, you shall cause your employees, agents, contractors, directors and officers to comply with these Terms of Service and shall be responsible at all times for all such employees, agents, contractors, directors and officers.
These Terms of Service shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. For the purpose of all legal proceedings, these Terms of Service shall be deemed to have been performed in the Province of Ontario, Canada and the parties hereto expressly confirm that the law of the Province of Ontario is the proper law. You irrevocably attorn to the non-exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder. These laws apply to your access to, or use of, the Services, notwithstanding your domicile, residency or physical location. The Services are intended for use only in jurisdictions where they may lawfully be offered for use.
You acknowledge that these Terms of Service be drawn up in English. La volonté expresse des parties aux présentes est que ce Agreement soit rédigé en anglais. The parties hereto hereby waive any right to use and rely upon any other language.
These Terms of Service shall be binding upon and shall enure to the benefit of and be enforceable by your and PORTIA, and each of our respective successors and permitted assigns. You may not assign all or any part of these Terms of Service without the prior consent of PORTIA. PORTIA may assign these Terms of Service without your consent at any time.
No delay or omission by you or PORTIA to exercise any right or power it has under these Terms of Service or to object to the failure of any covenant to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
If any provision of these Terms of Services is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Service, or the application of such provisions to persons or circumstances other than those as to which they are invalid or unenforceable shall not be affected thereby, and each such provision of these Terms of Service shall be valid and enforceable to the extent granted by law.
The provisions of Sections 3 and 8 to 12 and any other terms herein which expressly state that such terms will survive shall survive the termination or expiration of these Terms of Service for any reason.
Except as otherwise provided in these Terms of Service, all notices, requests, claims, demands and other communications required or permitted to be given hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by e-mail with confirmation of receipt of such e-mail by the receiving party at the e-mail address for each provided to the other, as may be changed by either party in accordance with the terms of these Terms of Service.
In these Terms of Service: (i) all usage of the word “including” or “include” or the phrase “e.g.,” in these Terms of Service shall mean “including, without limitation”; (ii) the division of these Terms of Service into separate Articles, Sections and Subsections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of these Terms of Service; (iii) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; (iv) Business Day means any day other than a Saturday, Sunday or a statutory or civic holiday in the city of Toronto, Ontario; (v) if any action is required to be taken pursuant to these Terms of Service on a day which is not a Business Day, then such payment or action, as the case may be, shall be made or taken on the next day that is Business Day; and (vi) the terms and conditions of these Terms of Service shall not be construed in favor of or against any party hereto by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Service.
If you have any questions or concerns about these Terms of Service, the practices of Portia or your dealings with Portia, you may contact a representative of Portia by e-mail to info@portiapro.com or by regular mail to:  Portia International Inc. 50 Steacie Dr.  Kanata ON K2K 2A9  Canada

Terms of Service last updated: August 15, 2019.